exv10w2






Exhibit 10.2




AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS AMENDMENT (the “Amendment”) is effective as of December 1, 2009 and amends the March 31,
2009 Employment Agreement (the “Agreement”) by and between FIDELITY NATIONAL INFORMATION SERVICES,
INC., a Georgia corporation (the “Company”), and MICHAEL D. HAYFORD (the “Employee”) as follows:



     1. Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the
following:




“Excise Taxes. If any payments or benefits paid or provided or to be paid or
provided to Employee or for Employee’s benefit pursuant to the terms of this Agreement
or otherwise in connection with, or arising out of, employment with Company or its
subsidiaries or the termination thereof (a “Payment” and, collectively, the
“Payments”) would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then Employee may elect for such Payments to be reduced to one
dollar less than the amount that would constitute a “parachute payment” under Section
280G of the Code (the “Scaled Back Amount”). Any such election must be in writing and
delivered to Company within thirty (30) days after the Date of Termination. If
Employee does not elect to have Payments reduced to the Scaled Back Amount, Employee
shall be responsible for payment of any Excise Tax resulting from the Payments and
Employee shall not be entitled to a gross-up payment under this Agreement or any other
for such Excise Tax. If the Payments are to be reduced, they shall be reduced in the
following order of priority: (i) first from cash compensation, (ii) next from equity
compensation, then (iii) pro-rated among all remaining Payments and benefits. Within
each such priority category, payments shall be reduced on a last to be paid, first
reduced basis; provided that if there is a question as to which Payments within any of
the foregoing categories are to be reduced first, the Payments that will produce the
greatest present value reduction in the Payments with the least reduction in economic
value provided to Employee shall be reduced first. Notwithstanding the order of
priority of reduction set forth above, the Employee may include in the Employee’s
election for a Scaled Back Amount a change to the order of such Payment reduction. The
Company shall follow such revised reduction order, if and only if, the Company, in its
sole judgment, determined such change does not violate the provisions of Code Section
409A.”



     2. Exception to the Amendment. Notwithstanding anything in this Amendment to the
contrary, this Amendment shall not apply, and Section 10 of the Agreement as in effect before this
Amendment shall continue to apply, to any rights with respect to payments or gross ups previously
paid, due or to be due the Employee under the Agreement as in effect before the Amendment or any
other agreement or arrangement governing the Employee, to the extent (a) the Employee is subject to
the Excise Tax related to “parachute payments” (within the meaning of Section 280G of the Code) and
(b) such parachute payments are “contingent on” (within the meaning of Section 280G of the Code)
the transactions contemplated by the Merger Agreement.



     3. Definitions and Conflicts. All terms not specifically defined in this Amendment
shall have the same meaning as in the Agreement. In the event of a conflict between the terms of
this Amendment and the Agreement, this Amendment shall control.



 









 





     IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date
first set forth above.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	/s/ Ronald D. Cook
 	 
	 	Ronald D. Cook 	 
	 	Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary 	 
	 
	 
	 	MICHAEL D. HAYFORD

 	 
	 	/s/ Michael D. Hayford
 	 
	 




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